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IND Renewable Energy Ltd.

BSE: 536709 Sector: Infrastructure
NSE: N.A. ISIN Code: INE138O01029
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OPEN 10.88
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VOLUME 1
52-Week high 18.85
52-Week low 7.01
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IND Renewable Energy Ltd. (INDRENEWABLE) - Director Report

Company director report

[(Disclosure under Section 134(3) of the Companies Act 2013) {Read With Companies(Accounts) Rules 2014}] Dear Shareholders

Your Directors are presenting the 8th Annual Report of your Company and theAudited Financial Statements for the year ended 31st March 2019.

1. Financial Summary or Highlights/ Performance of the Company:

Standalone
Particulars

(Amount in Rupees)

Financial Year 2018-2019 2017-2018
Revenue from Operations 922949 886126
Other Income 5816508 3239204
Profit before depreciations & tax 3820457 1666640
Less: depreciation 519941 889012
Profit before tax 3300516 837628
Provision for taxation (incl. deferred tax) 500000 100000
Tax Adjustment for earlier years 0 (3845)
Profit/ (Loss) for the year carried to Balance Sheet 2800516 733783

During the year under review the Company revenue stood at Rs. 6739457/- against Rs.4125330/- in the previous year.

The Company has earned a Net Profit of Rs. 2800516/- as compared to the profit of Rs.733783/- during the previous accounting year.

2. Appropriations a. Dividend:

In order to conserve the resources your Directors do not recommend anydividendforthefinancialyear ended 2018-19.

b. Reserves:

During the financial year the company does not propose to carry any amount toreserves.

3. Brief description of the Company's working during the year/ state ofCompany's affair:

The revenue from operations of the company has increased to Rs. 922949/- as againstRs. 886126/- in the previous year. Further the Company is exploring new opportunities inthe renewable energy sector.

4. Change in the nature of business if any:

There was no change in the nature of business carried out by the Company

5. Material changes and commitments if any affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report:

No material changes have occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report.

6. Details of significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations in future:

There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

7. Details of Subsidiary/ Joint Ventures/ Associate Companies:

During the year under review the company does not have any Subsidiary/JointVenture/Associate Company.

8. Auditors: a. Statutory Auditor

M/s. K S Maheshwari & Co. (Firm Registration No- 105846W) Chartered Accountantswas appointed as statutory office from the conclusion of 7th Annual General meetingtill the conclusion of 8th auditor thecompanytohold

Annual General Meeting of the Company. The Board of Directors of the Company once againrecommended the appointment of M/s. K S Maheshwari & Co. (Firm Registration No-105846W) Chartered Accountants as the statutory auditor of the company to hold office of9th Annual General Meeting of the Company.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethere under M/s. Sanjay Dholakia & Associates Mumbai was appointed as secretarialAuditor for the Financial Year 2018-19. A Secretarial Audit Report in Form MR-3 given byM/s. Sanjay Dholakia & Associates has been provided in an Annexure-3 which forms partof the Directors Report. The Board of Directors once again in their meeting has appointedM/s. Sanjay Dholakia & Associates Mumbai as the Secretarial Auditor of the Companyfor the Financial Year 2019-20. There is no qualification reservation or adverse remarkor disclaimer made by the Statutory Auditors and Secretarial

Auditor in their report and therefore there are no further explanations to be providedfor in these reports.

9. Extract of the Annual Return:

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in Form MGT – 9 is appended as Annexure 2 of the Board's Report.

10. Conservation of energy technology absorption and foreign exchange earnings andoutgo: A. Conservation of energy: i. The steps taken or impact on conservation of energy:NA ii. The steps taken by the Company for utilizing alternate sources of energy: NA iii.The capital investment on energy conservation equipments: NA

B. Foreign exchange Earnings and Outgo:
Current Year Previous Year
Foreign Exchange Earnings and Outgo NIL NIL

There were no changes in Directors by way of appointment re-designation death ordisqualification variation made or withdrawn.

Mrs. Varsha J Vakharia who is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible seek reappointment pursuant to Section 152 of theCompanies Act 2013.

Present terms of appointment Shri Dinesh P. Turakhia (DIN 00063927) as an IndependentDirector is valid upto 31st March 2019 Subject to approval of members at ensuingAnnual General Meeting. The Board has reappointed him as Independent Director for a secondconsecutive term commencing from 1st April 2019 upto 31st March 2024.

The brief profile of Mrs. Varsha J Vakharia is given in the Notes to Notice as requiredunder Listing Regulations.

12. Annual Evaluation of Board's Performance:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 and theListing Regulations the Board has carried out an annual performance evaluation of its ownperformance of individual Directors as well as the evaluation of the working of its allCommittees.

Directors: i. Independent Directors:

The performance of each independent director was evaluated by the entire Board ofDirectors (in the absence of the director getting evaluated) on various parameters likeengagement leadership analysis decision making communication governance interest ofstakeholders etc. The Board was of the unanimous view that every Independent Director wasa reputed professional and brought his rich experience to the deliberations of the Board.The Board also appreciated the contribution made by all Independent Directors in guidingthe management to achieving higher growth and continuance of each independent director onthe Board will be in the interest of the Company.

ii. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. The various criteria considered for the purpose of evaluation includedleadership engagement transparency analysis decision making functional knowledgegovernance stakeholders etc. The Board was of the unanimous view that all thenon-independent directors were providing good business and people leadership.

iii. Declaration by an Independent Director(s) and re-appointment if any:

All the Independent Directors have provided the declaration of Independence asrequired pursuant to Section

149(7) of the Companies Act 2013 and the Listing Regulations stating that they meetthe criteria of independence as provided in sub-section (6) and the Listing Regulations.

13. Board Meeting and Committee meetings of the Board:

During the year under review the Company has conducted 4 (four) Board Meetings on 22ndMay 2018 10th August 2018 12th November 2018 and 25th January 2019.

Currently the Board has 4 Committees: the Audit Committee Nomination and RemunerationCommittee Stakeholders' Relationship Committee and Share Transfer Committee. TheComposition of various committees and compliances as per the applicable provisions of theCompanies Act 2013 and the Rules thereunder and Listing Agreement/ Regulations are asfollows:

Attendance No. of Meeting Attended Last AGM 10.08.2018 Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee Share Transfer Committee
Total meetings 4 Yes 4 - 4 4
Mr Jitendra K Vakharia 4 Yes 4 - 4 4
Mrs Varsha J Vakharia 4 Yes - - - -
Mr Nitin I Parikh 4 Yes 4 - 4 4
Mr Dinesh P Turakhia 4 Yes 4 - 4 4

Meeting of Independent Directors of the company was held on 25th January 2019 asrequired under Regulation 25 of

SEBI( Listing Obligation and Disclosure Requirement) 2015

14. Particulars of loans guarantees or investments under section 186:

Details of the investments purchase of securities by the company under Section 186 ofthe Companies Act 2013 are specified in notes to accounts. During the year under reviewthe Company has not provided any loans gave guarantees under Section 186 of the CompaniesAct 2013.

15. Particulars of contracts or arrangements with Related Party's:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in subsection (1) of section 188 of the Companies Act 2013including transactions entered at arms length under third proviso in prescribed Form No.AOC -2 is appended as Annexure 1 to the Board's Report.

16. Directors' Responsibility Statement:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act2013 your Directors subscribe to the Directors Responsibility Statement and state that:a) In preparation of the annual accounts the applicable accounting standards had beenfollowed and there are no material departures from them; b) The Directors had selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of the profit and loss of the Companyfor that c) The Directors had taken proper and sufficient care for the accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; d) The Directors had prepared theannual accounts on a going concern basis; e) The Directors had laid down internalfinancial controls to be followed by the Company & that such internal financialcontrols are adequate and were operating effectively; and f) The Directors had devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.

17. Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 The Company has notpaid any remuneration except sitting fees to the Directors of the Company and hence theinformation required under Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not furnished.

B) Details of the every employee of the Company as required pursuant to 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Companyhas no such employee drawing remuneration more than mention under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

18. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review asstipulated in Regulation 34 read with part B of Schedule V of Listing Regulations enteredinto with the Stock Exchanges is set out in a separate section forming part of DirectorReport as Annexure 4.

19. Corporate Governance:

In view of the Regulation 15(1) of the Securities and Exchange Board of India (ListingObligation and Disclosure Requirements) Regulations 2015 the provisions related toCorporate Governance as specified and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V are not applicable to the Company andhence the same is not given in the Report. However the Company continues to adheres thebest practices prevailing in Corporate Governance and follows the same in its true spirit.

20. Corporate Social Responsibility (CSR):

In line with the provisions of the Companies Act 2013 and the rules framed there underwith respect to the Corporate Social Responsibility (CSR) your company is not governed bythe provisions of Section 135 of the Companies Act 2013 and Companies (Corporate SocialResponsibility Policy) Rules 2014. So the Company is not required to formulate a policyon CSR and also has not constituted a CSR Committee.

21. Internal Financial Control System and their Adequacy:

Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature control on the operations through a well-defined budgetmonitoring ofitsbusiness.Themanagementexercisesfinancial process and other standardoperating procedures.

22. Risk Management Policy:

There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingbusiness. Risks would include significant weakening in demand from core-end marketsinflation uncertainties and any adverse regulatory developments etc. During the year arisk analysis and assessment was conducted and no major risks were noticed.

23. Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 :

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 the internal committee constitutedunder the said act has confirmed that no complaint/case has been filed/ pending with theCompany during the year.

24. Compliance of Secretarial Standards

The Company has complied with the Secretarial Standards issued by Institute of CompanySecretaries of India on Meeting of Board of Directors and General Meetings.

25. Disclosure under Regulation 39 and Schedule VI of Listing Regulations :

Details of Equity shares in Unclaimed Suspense Account under Regulation 39 and ScheduleVI are as follows:

Description No. of Records No. of Equity Shares of Rs.10 Each
No of shareholders and outstanding shares at the beginning of the year 436 72780
No. of shareholder's request received for transfer of shares during the year NIL NIL
No. of shareholders to whom shares Transferred during the year 1 300
No of shareholders and outstanding shares at the end of the year 435 72480

The voting rights on the above shares shall remain frozen till the rightful ownerof such shares claims the shares.

26. Disclosures / Reporting:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:a) Details relating to deposits covered under Chapter V of the Act. b) Issue of equityshares with differential rights as to dividend voting or otherwise. c) Issue of shares(including sweat equity shares) to employees of the Company under any scheme. d) Detailsof payment of remuneration or commission to Managing Director or Joint Managing Directorof the Company from any of its subsidiaries as the Company does not have anySubsidiaries/Joint Venture/Associate Company. e) Voting rights which are not directlyexercised by the employees in respect of shares for the subscription/ purchase of whichloan was given by the Company (as there is no scheme pursuant to which such persons canbeneficially hold shares as envisaged under section 67(3)(c) of the Companies Act 2013).

27. Acknowledgement:

Your Directors wish to place on record their appreciation for the co-operation extendedby all the employees Bankers and stakeholders.

For and on Behalf of the Board of Directors

Sd/- Sd/-
Place: Mumbai Jitendra K.Vakharia Varsha J.Vakharia
Date: 12th July 2019 CEO & Director Director
(DIN 00047777) (DIN 00052361)

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